MoneyGram 2009 Annual Report Download - page 534

regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
SECTION 6.
ADDITIONAL INTEREST
If (i) either the Exchange Offer Registration Statement or the Shelf Registration Statement required by Sections 3 and 4 are not filed with the SEC on or
prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the SEC on or prior to
the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) unless the Exchange Offer shall not be permissible under
applicable law or SEC policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 Business Days after the
Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by Sections 3 and 4 is filed
and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a
period not to exceed that permitted by Section 7(d) below) without being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within 30 days after filing (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum
during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of
each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum in the aggregate for all Registration Defaults ("Additional
Interest"). Following the cure of all Registration Defaults relating to any Transfer Restricted Securities (or at such time as any Note ceases to be a Transfer
Restricted Security), Additional Interest payable with respect to the relevant Transfer Restricted Securities will cease; provided, however, that, if after any
such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be increased
pursuant to the foregoing provisions.
All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in
full.
All accrued Additional Interest shall be paid to the Record Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on
each Additional Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes.
The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the
Initial Purchasers and the Holders for any such Registration Default.
SECTION 7.
REGISTRATION PROCEDURES
7.1. Exchange Offer Registration Statement
(a) In connection with each Exchange Offer, the Company shall comply with all of the provisions of Section 7.3 below and shall use its commercially
reasonable efforts to effect such exchange and to permit the resale of Notes by Broker-Dealers that tendered in the Exchange Offer Initial
-8-